Cynthia Hansen

About Cynthia Hansen

Cynthia Hansen (age 60) is an independent director at FuelCell Energy, serving since 2021. She is Executive Vice President and President, Gas Transmission & Midstream at Enbridge, with more than 25 years in operational, financial, and safety leadership; she holds a Bachelor of Commerce (University of Alberta) and is a Chartered Accountant, with recognition including WXN Top 100 and Catalyst Canada distinctions . She is considered independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Independence: Hansen is one of seven independent directors (out of eight) per Nasdaq Rule 5605(a)(2) .
• Committees: Member — Audit, Finance & Risk Committee; member — Nominating, Governance & Sustainability Committee .
• Committee practice: Audit Committee meets with auditors in executive session and oversees financial controls, cybersecurity, liquidity, and FRMP risk policy; Hansen is financially literate per Nasdaq/SEC rules; committee met 7 times in FY2024 . Nominating committee oversees ESG strategy/metrics and reviews conflicts/related-party transactions .
• Attendance/engagement: Board held 12 meetings in FY2024; each incumbent director attended >75% of board and applicable committee meetings; all directors attended the 2024 Annual Meeting . Independent directors hold regular executive sessions without management .
• Director education: Board mandates accredited director education; all directors met FY2024 continuing education requirements; directors are NACD members .
• Stockholder engagement context: Company increased outreach; 2024 say‑on‑pay approval ~48% prompted program changes and outreach (important for governance credibility) .

Fixed Compensation

Performance Compensation

Directors do not receive performance-based equity; annual grants are time-based RSUs or deferred stock vesting in one year . However, the company’s executive pay-for-performance framework (relevant for governance quality) used the following FY2024 metrics and outcomes:

Program changes following low 2024 say‑on‑pay included salary freeze for FY2025, reduced LTI targets, peer group adjustments, and minimized discretion in MIP (governance-positive signals) .

Other Directorships & Interlocks

The Nominating, Governance & Sustainability Committee explicitly monitors conflicts and related-party transactions, assisting the Board in periodic reviews . The proxy’s “Compensation Committee Interlocks” section indicates no interlocks involving executive officers in FY2024 .

Expertise & Qualifications

• Board/executive leadership; high financial expertise; risk oversight; energy/infrastructure domain depth; ESG experience .
• Recognitions: WXN Top 100 (Hall of Fame); Catalyst Canada; extensive board/association service .
• Education/certification: Bachelor of Commerce (University of Alberta); Chartered Accountant .

Equity Ownership

• Shares outstanding as of record date: 21,143,772 . Hansen’s direct beneficial ownership is ~0.0029% of shares outstanding (618 ÷ 21,143,772; derived from cited figures) .
• Ownership guidelines: Non-employee independent directors must hold the lesser of 3× annual cash retainer or at least 6,000 shares; DSUs and restricted stock units count toward compliance, while options do not . Hansen’s vested deferred shares and DSUs total 7,462 units, indicating guideline alignment on the 6,000-share minimum counting eligible instruments .
• Anti-hedging/pledging: Directors are prohibited from hedging or pledging company or competitor securities .

Governance Assessment

• Strengths:

  • Independence and strong committee placements (Audit; Nominating/ESG), with financial literacy and ESG oversight responsibilities .
  • Robust director compensation structure (modest cash retainer; standard equity; deferral optionality), clear stock ownership guidelines with DSUs counting toward compliance .
  • Board process rigor: mandatory director education, annual assessments, executive sessions, majority-vote standard, and stockholder engagement steps post low say‑on‑pay .
  • Clawback/recoupment coverage for equity plans and executive policies; explicit anti-hedging/pledging .

• Potential risk indicators/RED FLAGS:

  • Interlocks/related-party exposure: Current cross-organizational ties with Enbridge (Hansen is ENB EVP; FCEL CEO/Director serves on ENB board) merit continued monitoring by the Nominating Committee for conflicts in any transactions, though no specific related-party transactions are disclosed in the proxy .
  • 2024 say‑on‑pay at ~48% signaled investor dissatisfaction with executive pay-to-performance alignment; remedial actions were initiated, but continued oversight is advisable .
  • Low direct beneficial ownership (618 shares) — while DSUs/deferred shares count toward guidelines, direct ownership “skin in the game” is minimal in absolute terms (contextualized by overall director compensation structure) .

• Overall implication: Hansen’s committee roles, independence, financial/ESG experience, and guideline-aligned equity units support board effectiveness. The Enbridge ties present a governance sensitivity area requiring persistent conflict oversight, especially if FCEL pursues partnerships or transactions intersecting ENB’s businesses; current policies and committee mandates address monitoring .

Appendix: Program/Policy References

• Director compensation program: structure, amounts, vesting, deferral .
• Committee charters and responsibilities: Audit risk oversight; Nominating/ESG/conflicts review .
• Independence/attendance metrics .
• Ownership guidelines and counting rules .
• Anti-hedging/pledging and clawback policies .